The Effect Of Non-Established Resolution On The Validity Of Contracts

The eighty-fifth article of the general provisions of the PRC on the national law of the people's Republic of China stipulate that:the legal relationship between a profit making legal person and the bona fide counterpart is not affected by the cancellation of the resolution,but it doesn't solve the validity of the civil legal relationship formed with the bona fide counterpart when the resolution is invalid or non-established.The regulations of the Supreme People's Court on the issue of the application of the company law of the People's Republic of China(four)have been incorporated into the non-established resolution.The sixth provision of the judicial interpretation is:the resolution of shareholders' meeting or shareholders'meeting and board of directors is confirmed invalid or revoked by the people's court.The company's civil legal relationship formed by the resolution is not affected by the resolution of the resolution.This judicial interpretation publishes a new resolution on the the impact of the civil legal relationship formed with the bona fide counterpart when the resolution is invalid.However,the newly added and flawed " non-established resolution " is excluded.It is the legislator's negligence or intentional?Further research on this issue is that if the non-established resolution affects the validity of external contracts.This paper is divided into three parts:question,text and conclusion,and the main body of the text includes three parts:The first part is to explore basic principle of the impact of the non-established resolution on the validity of external contracts.First,we analyze the formation process of the company's external contract.Secondly,we use the case that the court of second instance and the court of final appeal make a very different decision to analyze the research foundation of the impact of the non-established resolution on the validity of the external contract.The second part introduces the interest measurement of bona fide counterpart in the company and the external contract.In the first part,we analyze the non-established resolution and "differentiated" legislation in the revocation.Then we compare the similarities and differences between non-established,invalid and revoked resolutions.we can deduce that the resolution and the legal consequences are not necessarily consisten.The comment applies equally here in the protection of the interests of the trust in the analysis.At last,the liability of the company is analyzed.The third part is based on the foregoing analysis.we learn from three modes of reliance interest protection(positive,negative,new trust interest protection)with "goodwill" of a bona fide counterpart to definite clearly the company's liability.Finally we can draw the conclusion that non-established resolution is the light of the validity of the external contract signed by the bona fide counterpart on the basis of this resolution and of course is not effective.Conclusion part:summarize the views of this article,and analyze the problems that can not be solved in this article,for example,how to clearly define the "good faith" standard?Is the external contract signed by the blemish resolution and the hostile counterpart invalid?What is the definition of "malice"?When the external contract is invalid,how does the company's internal liability be allocated?These are all the problems that this article failed to discuss.